Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred by the Reinsurer Indemnified Parties to the extent arising from (i) any breach by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, (ii) all Excluded Liabilities, (iii) all Net Retained Liabilities, and (iv) any successful enforcement of this indemnity.
Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred by the Reinsurer to the extent arising from (i) any breach or failure to perform by the Ceding Company of any covenant or agreement of the Ceding Company contained in this Agreement, (ii) Extra-Contractual Obligations (other than Reinsurer Extra-Contractual Obligations), (iii) any Excluded Liability and (iv) any successful enforcement of this indemnity.
Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the "Reinsurer Indemnified Parties") from and against any and all Losses incurred by the Reinsurer to the extent arising from (i) any breach by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, and (ii) any successful enforcement of this indemnity.
Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred by the Reinsurer Indemnified Parties to the extent arising from (a) any breach by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, (b) any Ceding Company Extra-Contractual Obligations, (c) any Excluded Liabilities or (d) any successful enforcement of this indemnity. Procedures for Third Party Claims. The following procedures shall apply with respect to claims that may be made for indemnification hereunder except to the extent that a claim with respect to Reinsurer Extra-Contractual Obligations is resolved in accordance with the Administrative Services Agreement. No Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall be entitled to indemnification against any Losses unless it has given to the party from whom indemnification is sought (the “Indemnifying Party”) a written claim notice relating to such Losses (a “Claim Notice”). The Claim Notice shall be given reasonably promptly after the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail, to the extent reasonably available at such time, the nature of the claim, identify the sections of this Agreement which form the basis for such claim, attach copies of all material written evidence thereof received from a third party to the date of such notice and set forth the estimated amount of the Losses that have been or may be sustained by an Indemnified Party relating to such claim to the extent reasonably estimable. The failure of an Indemnified Party to give a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article VIII, except to the extent that the Indemnifying Party is prejudiced by such failure to give a Claim Notice. The Indemnifying Party shall have no Liability with respect to any unreasonable expenses incurred by the Indemnified Party prior to the time the Claim Notice is received by the Indemnifying Party. If a Claim Notice relates to a Third Party Claim, the Indemnifying Party may, through counsel of its own choosing (provided that in the event of any Third Party Claim asserted ...
Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Assuming Company and its officers, directors, stockholders, employees, representatives, successors, and assigns (collectively, the “Assuming Company Indemnified Parties”) from and against any and all losses incurred by the Assuming Company Indemnified Parties to the extent arising from (i) any breach by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, (ii) without duplication, Ceding Company Extra-Contractual Obligations relating to the Novated Contracts, and (iii) any successful enforcement of this indemnity.
Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Indemnifiable Losses incurred by the Reinsurer Indemnified Parties (a) to the extent resulting from or arising out of (i) any breach by the Ceding Company of the representations, warranties, covenants or agreements of the Ceding Company contained in this Agreement or (ii) any Excluded Liabilities or (b) as set forth in Section 2.4 or Section 2.5.
Ceding Company’s Obligation to Indemnify. The Ceding Company hereby indemnifies the Reinsurer and its directors, officers, employees, Affiliates, successors, permitted assigns, agents and representatives (collectively the "REINSURER INDEMNITEES") from and against and agrees to hold each of them harmless from any and all Losses incurred or suffered by Reinsurer Indemnitees arising out of or resulting from (a) any breach by the Ceding Company of any representation, warranty or term of this Agreement or (b) any litigation, claim, examination, investigation or other proceeding brought by a Person that is neither a party to this Agreement nor an Affiliate of such party, which if brought against the Ceding Company would be an Extra Contractual Obligation.
Ceding Company’s Obligation to Indemnify. Without duplication under the Master Transaction Agreement or any other Ancillary Agreements, the Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and each of their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by or imposed upon the Reinsurer Indemnified Parties to the extent resulting from, arising out of or relating to (a) any breach or nonfulfillment by the Ceding Company of, or any failure by the Ceding Company to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement or (b) the Excluded Liabilities. - 29 - 46445052.5 1007063901v8
Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, authorized Representatives, successors and assigns (collectively, the "Reinsurer Indemnified Parties") from and against and pay and reimburse any and all Losses imposed on, sustained, incurred or suffered by any of the Reinsurer Indemnified Parties resulting from, arising out of or relating to (whether or not arising from a Third-Party Claim) to the extent arising from (i) any breach, violation or non-fulfillment by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, (ii) any Ceding Company Extra-Contractual Obligations, or (iii) any successful enforcement of this indemnity; provided that any indemnification of the Reinsurer Indemnified Parties with respect to Product Tax Non-Compliance shall be solely as provided in Section 12.6 of the Purchase Agreement.
Ceding Company’s Obligation to Indemnify. Without limiting any rights or remedies to which either Party may be entitled hereunder or at law or in equity, the Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer from and against any and all losses incurred by the Reinsurer to the extent arising from [***]
